GR ENGINEERING SERVICES LIMITED — AGM Information 2016

Nov 14, 2016

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2016 Annual General Meeting 15 November 2016

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Resolution 1
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Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following as a non-binding resolution:

"That the Remuneration Report as set out in the Annual Report be adopted."

For	Against	Abstain	Proxy’s Discretion
51,642,063	1,771,039	9,829,891	40,003

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Resolution 2
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Re-election of Tony Patrizi as a Director

To consider and, if thought fit, pass the following as an ordinary resolution:

“That, Tony Patrizi, who retires in accordance with clause 13.2 of the Constitution and, being eligible for reelection, be re-elected in accordance with clause 13.3 of the Constitution as a Director."

For	Against	Abstain	Proxy’s Discretion
81,203,182	60,833	19,598,978	40,003

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Resolution 3
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Election of Phil Lockyer as a Director

To consider and, if thought fit, pass the following as an ordinary resolution:

“That, Phil Lockyer, who was appointed as a Director pursuant to clause 13.5 of the Constitution to fill a casual vacancy and being eligible for election, be elected in accordance with clause 13.3 of the Constitution as a Director."

For	Against	Abstain	Proxy’s Discretion
100,842,405	15,188	5,400	40,003

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Resolution 4
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Issue of Share Appreciation Rights to Geoff Jones

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14 and all other purposes the Directors are authorised to issue:

• (a) 650,000 Class F Share Appreciation Rights vesting on 30 June 2019 with an Initial Market Value of $0.89 and a minimum required share price of $1.36 at vesting; and

• (b) 500,000 Class G Share Appreciation Rights vesting on 30 June 2020 with an Initial Market Value of $0.89 and a minimum required share price of $1.50 at vesting, for no consideration to the Company’s Managing Director, Mr Geoff Jones (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum."

For	Against	Abstain	Proxy’s Discretion
69,298,637	14,258,356	11,000	40,003

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Investor Presentation 2016 Annual General Meeting 15 November 2016

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FY16 Results Summary
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• Improvement on FY15 across all key earnings metrics

• EPS growth and improved shareholder returns

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Revenue EBITDA PBT EPS Dividend
$255.3m $26.1m $25.4m 12.7cps 10cps
8.6cps 9.5cps
$216.9m
$20.3m
$17.2m
18% 29% 48% 48% 5%
FY16
FY15
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FY16 Results Summary
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Balance Sheet & Cash Flow

Revenue b Commodit y y

• Net cash - $64.0 million

• Listed investments - $3.7 million

• No material debt (<$1.0 million)

• Net operating cashflow - $18.2 million

• Final dividend 5cps (fully franked)

• Record full year dividend 10cps (fully franked)

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Gold
15%
25%
2%
Base Metals
Other Metals
58%
Oil & Gas
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Corporate

• Established corporate presence in Greece and Peru to progress contracted work and pursue further opportunities

• Consolidation of GR Engineering and Upstream Production Solutions Brisbane offices

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FY16 Operational Performance
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• Earnings growth driven by record levels of EPC contracting activity

• Lost Time Injury Frequency Rate (LTIFR) of 0.42 and Total –

• Recordable Injury Frequency Rate (TRIFR) of 5.89 focus remains on zero harm

• Delivery of Hemerdon Tungsten & Tin Project, Keysbrook Minerals Sands Project, Nova Nickel Project NPI and Deflector Gold Project

• Continued activity on Nova Nickel Project processing facilities, Wetar Copper Project, Olympias Phase II and numerous brownfields engagements

• Positive contributions from the Company’s EPCM projects and design and consultancy engagements

• Upstream Production Solutions performed well with several contract awards and renewals and successful operational outcomes achieved

• 29 studies completed on projects across diversified commodity mix

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FY16 Project Summary
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Commodit Mix y

• Design and construction activity predominantly associated with gold and base metals projects (Nova, Deflector, Wetar)

• Additional contribution from industrial metals projects in WA and the UK

• Strategic study engagements on projects associated with uranium and other emerging commodities

• Study activity established a delivery pipeline weighted towards gold projects

Revenue b Commodit y y

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Gold
15%
25%
2%
Base Metals
Other Metals
58%
Oil & Gas
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Geographic Exposure

• EPC earnings predominantly derived from projects in Australia – likely to remain the case for FY17

• Active on design engineering studies and EPCM engagements for offshore projects:

• Wetar – Indonesia

• Olympias Phase II – Greece

• Jabal Sayid – Saudi Arabia

• Hot Maden – Turkey

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25Ktpa SX/EW Plant - Indonesia
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Upstream Production Solutions

Financial

• Revenue $37.7 million (FY15 $31.2 million)  21%

• EBITDA $3.3 million

• Financial performance underpinned by recurring revenue and new contract awards

O erations p

• Several contract awards and renewals in FY16 for the provision of operations and maintenance services, including:

• Northern Oil & Gas Australia – Northern Endeavour operations and maintenance services

• Origin Energy – Australia Pacific LNG – Maintenance and major works support

• Empire – Red Gully operations and maintenance services

• Targeting additional O&M opportunities from transactional activity associated with mature assets

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Looking Ahead
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Order book and i eline p p

• Mungana gold, lead/zinc concentrator EPC works awarded post FY16 – commenced and due for completion in 2H17

• Ongoing contributions from Nova Nickel Project, Chillagoe Project (Mungana), Wetar Copper Expansion Project in Indonesia and Olympias Phase II gold lead/zinc Project in Greece

• Approximately $115 million of contracted revenue reporting to FY17

• Solid study pipeline and tendering activity

• 16 studies underway as at FY16 with emphasis on gold and copper projects

• Near term opportunities exist for design and construction projects, primarily in the precious and base metals sector

• Should the conversion of these opportunities be consistent with historical conversion rates, FY17 revenue is expected to be broadly consistent with FY16, again weighted towards the second half

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Appendix: Historical Earnings Performance
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Revenue EBITDA PBT
$300m $30m $30m
255.3 26.1 25.4
216.9
20.3
$200m $20m 17.2 $20m 16.8 17.2
114.7 114.2 11 11.5
$100m $10m $10m
$0m $0m $0m
FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16
NPAT EPS DPS
19.3
$20m 15c 12.0
12.7 10.0
9.5
14.2
$15m 12.9 9.4 9.0
10c 8.6 7
$10m 6.0 5
7.5
5
5c
$5m 3.0
$0m 0c 0.0
FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16
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Appendix: Corporate Summary
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Capital Structure
Shares on issue	m 152.9
Share price_(GNG.ASX)(14/11/16)_	$ 1.70
Market capitalisation	$m 260.0
Cash (30 June 2016)	$m 64.9
Debt_(30 June 2016)_	$m 0.9
Enterprise Value	$m 196.0
Directors & Management
Peter Hood	Non-Executive Chairman
Geoff Jones	Managing Director
Tony Patrizi	Executive Director
Barry Patterson	Non-Executive Director
Terry Strapp	Non-Executive Director
Phil Lockyer	Non-Executive Director
Joe Totaro	Company Secretary & CFO

Share Price Performance

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Register Analysis

34.8% 40.8% 24.4% Directors & Senior Management Institutions Other

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Appendix: About GR Engineering
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Mineral Processing

Selected Clients

• Process engineering design and construction contractor servicing the mining and minerals processing industry

• Specialising in EPC / EPCM contracting to provide project delivery with secure cost, time, plant performance and contract completion warranties and guarantees

• Australian offices in Perth and Brisbane. Offshore presence in West Africa, United Kingdom, PNG, Indonesia and the Americas

• Expertise in gold, base metals, uranium and industrial mineral commodities

• GR Engineering operates in a niche market – limited EPC competitors, high barriers to entry

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Oil and Gas Services

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Selected Clients

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• Oil and gas services business providing operations, maintenance and well management services to Australian and South East Asian oil and gas industry

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Contact
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Geoff Jones

Managing Director

• +61 8 6272 6000

• geoff.jones@gres.com.au

Joe Totaro

CFO & Company Secretary

Australian Office Details

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179 Great Eastern Highway Belmont WA 6104

• PO Box 258 Belmont WA 6984

• +61 8 6272 6000

17 Graystone Street Tingalpa QLD 4173

• +61 7 3838 8000

• +61 8 6272 6000

• joe.totaro@gres.com.au

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Level 11, 607 Bourke Street Melbourne VIC 3000

• +61 3 8623 9800

• 17 Graystone Street Tingalpa QLD 6173

• +61 7 3239 5800

Suite 2, 100 Havelock Street West Perth WA 6005

• +61 8 9482 0650

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Disclaimer
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RELIANCE ON THIRD PARTY INFORMATION

This presentation may contain Information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. No responsibility, warranty or liability is accepted by GR Engineering Services Limited ( Company ), its officers, employees, agents or contractors for any errors, misstatements in or omissions from this presentation.

PRESENTATION IS A SUMMARY ONLY

This presentation is information in a summary form only and does not purport to be complete. It should be read in conjunction with the consolidated Financial Report for the year ended 30 June 2016. Any information or opinions expressed in this presentation are subject to change without notice and the Company is not under any obligation to update or keep current the information contained within this presentation.

NO OFFER OF SECURITIES

Nothing in this presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell Company securities in any jurisdiction.

FORWARD LOOKING STATEMENTS

This presentation may include forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, these statements are not guarantees or predictions of future performance, and involve both known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. As a result, actual results or developments may differ materially from those expressed in the statements contained in this presentation. Investors are cautioned that statements contained in this presentation are not guarantees or projections of future performance and actual results or developments may differ materially from those projected in forward-looking statements.

DISCLOSURE OF NON- IFRS FINANCIAL INFORMATION

Throughout this presentation, there are occasions where financial information is presented not in accordance with accounting standards. There are a number of reasons why the Company has chosen to do this including to maintain a consistency of disclosure across reporting periods

ROUNDING

Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided.

NOT INVESTMENT ADVICE

This presentation is not intended and should not be considered to be the giving of investment advice by the Company or any of its shareholders, Directors, officers, agents, employees or advisers. The information provided in this presentation has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs. Each party to whom this presentation is made available must make its own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary.

NO LIABILITY

To the maximum extent permitted by law, neither the Company nor its related bodies corporate, Directors, employees or agents, nor any other person, accepts any liability, including without limitation any liability arising from fault or negligence, for any direct, indirect or consequential loss arising from the use of this presentation or its contents or otherwise arising in connection with it.

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